A fleet of heavily armed WAR CRAFT descend toward the planet.
Four PRESSOR PODS, small tug craft that use powerful energy
fields to redirect matter, shove ASTEROIDS toward the planet.
With a final pulse of energy, the asteroids hit atmosphere.

EXT. HA!AZESH - COR DARPEEN (SETTLEMENT) - DAWN

Silver sunlight gleams off the crystalline buildings of an
ALIEN OUTPOST TOWN. Dozens of hunched creatures (the KARN)
go about their early morning business. An ALARM sounds. All
stop. Look up sharply...

...at descending CONTRAILS of fire. A SONIC BOOM shatters
crystalline walls into a rain of lethal shards. The Karn
panic, SCREAMING in the weirdly high pitch of dolphin calls.

GROUND ZERO: A ring of fire and pressure levels the city,
innocent flesh blasted clean away from carapace and bone.

Ashen darkness and the echoes of ALIEN SCREAMS...

DISSOLVE TO:

EXT. SAN FRANCISCO - MARRIED OFFICER HOUSING - MORNING

A small TRACT HOUSE among dozens just like it. Sleek but
unfamiliar CAR parked out front. Behind the tract, SAN
FRANCISCO rises up through the overcast. A SOUND cuts the
sky, hissing thunder.

INT. BEDROOM - CONTINUOUS

The left edge of a CALENDAR reads: "6 July 20--". BEGIN
TITLES. SAUL HAMMOND sits bolt upright in bed. Calm but
instantly awake. The kind of rugged, broad-shouldered young
man (26) who could part the Red Sea.

A flailing HAND slaps at his shoulder. The hand belongs to
Saul's pretty wife ELISE, who pulls the sheet over her head.

ELISE
(muffled; half-asleep)
Whawazzat?

SAUL
I'm not sure. An earthquake, maybe.

ELISE
We're not shaking.
(groggy but seductive)
Maybe I was dreaming about you again.

SAUL
Well, good morning, Elise.

Saul glances at the bedside PHONE. As if in answer, it
rings. He picks it up, very unhappily.

She pads into the bathroom, where she finds him getting
dressed at Mach Five, buttoning his pants with one hand and
brushing his teeth with the other.

ELISE (CONT'D) (cont'd)
What could possibly be so important at
five-thirty in the morning?

SAUL
They wouldn't tell me. They just acted
like it was the end of the world.

ELISE
You want me to make you some breakfast?

SAUL
Sure. I'd love a Denver omelet. Or some
strawberry crepes with a café au lait--

ELISE
So a couple of frozen waffles and a Coke,
then?

SAUL
(grinning)
No time. Sorry.

ELISE
You're turning down frozen waffles?

Saul is many amazing things--but not ambidextrous. She helps
him button his shirt.

SAUL
Thanks.

ELISE
My hero.

SAUL
My beautiful bed-headed queen.

ELISE
You are completely responsible for this
bed-head.

Saul regards his PREGNANT wife with adoration.

SAUL
I wish I could stay and make it worse.
You're my whole world, Elise.
(gently touching her abdomen)
For another few months, anyway.

ELISE
(flinching, then smiling)
Oh!...It feels like he's dancing.

SAUL
We still have to come up with a name.

ELISE
How 'bout we name him...Arthur?

SAUL
(flinching)
Whoa, hey, look at the time...

ELISE
Yeah, you better run away.
(kisses him)
But I'll be waiting.

SAUL
That's so good...Gotta fly.

CUT TO:

EXT. WILD BLUE YONDER - MORNING

Three steel eagles in formation: The twenty-first century's
magnificent American JETS, F-21/B's. Sleek. Inspiring.
Quick and agile. Their young pilots call them TALONS. Their
land's enemies call them Death; the new American legends.

rockets toward them, guns deploying. The hexagonal tiles of
its fuselage shift and fold, reconfiguring the very shape of
the bandit like a skin. As it drops over the Bridge, aimed
directly at San Francisco...

WEEKS
Dear sweet merciful God.

The bogey's WEAPONS pulse white fire. Four lanes of stalled
traffic are engulfed in huge explosions. Cars shoved like
Matchbox Racers into each other. A motorcycle and its rider
are thrown off the Bridge. The Bridge bucks, a steel cobra.

SAUL
Drop in low and point up. Open fire!

KIEDAS
It's too tight, there's no room!

WEEKS
No clear shot, Command!

SAUL
Just do it! Kiedas, you're on point!

KIEDAS
Roger that!

Kiedas lunges under the level of the Bridge and aims his
weapons toward the sky. Tracers streak just over the
panicked commuters as the Bridge continues to shuck and jive.
The bogey's forced to break off fire and pull up. Now it has
a new target, which it drops to pursue: Weeks.

WEEKS
Oh, man, this is not good...

SAUL
What's he doi--? Weeks, break left!

Weeks' jet jerks hard to port. A hot white beam fries the
air he just vacated. Projectile weapons salt the sky as he
whistles around, horizon spinning.

WEEKS
Try and catch me in a six-g maneuver, you
piece'a crap.

Weeks' turn brings him around under the Bridge. He jets
between its thick pylons. The target spins to pursue. Its
shots hammer the pylons, and the Bridge quakes and gallops
like a bronco.

TWELVE ARMY HELICOPTER GUNSHIPS

rise up into the melee, dispatched from the Presidio just
south. They are greeted by a distinctly unusual sight.

INT. LEAD CHOPPER

PILOT
Are you seeing what I'm seeing?

OFFICER
That's no jet. It's a spaceship.

PILOT
Well, if it is, it sure ain't ours--

OFFICER
--and we can shoot it. Weapons hot.

A sidesaddle GUNNER flips the catch on his machine gun.

Weeks leads his pursuer away from the Bridge and toward the
Presidio, ducking death at sonic speed. He launches into the
sky. High-g maneuvers. The bogey vaults up behind him.

Weeks is woozy from the g's. A webbing holds him in place.
Alarms sound.

WEEKS
He's got lock.

SAUL
Just hang on!

KIEDAS
He ain't got shit, Weeks!

Saul and Kiedas cut the bogey off, their guns taking bites
out of its ever-reconfiguring wings.

His shaking hand reaches for the stick as the Pacific rises
up to engulf him.

SAUL
Break maneuver, Weeks.

WEEKS
I can't see right...

KIEDAS
Grab the stick!

WEEKS
Still behind me...?

KIEDAS
Damnit, Weeks, I'm not watching you die
today! Grab the stick, you loopy son of
a bitch!

Weeks' fighter plummets toward the sea like a bullet.

SAUL
Pull it out, Weeks. For Melissa.

KIEDAS
You're too low!

The ocean is, in fact, filling Weeks' windshield. But this
Melissa must be some kind of goddess, because the mention of
her name breaks through Weeks' high-g stupor. He grips the
stick. Shoves it over. Clears the waves by three meters.
Whooshing spray--

SAUL
God Almighty!

KIEDAS
(whooping!)
Holy shit, he did it! Way to go, Weeks!
Yeah!

Weeks smiles weakly, still astonished at his brush with a
cold, messy death.

Both Talons open up. A hailstorm of lead. Killing thunder.
The bogey ducks every bullet. Insane g's. An acrobatic
alien manta, wings still shifting and scooping to grab air,
return fire spraying from a flailing polymer tail. Not a
terrestrial airplane.

KIEDAS (CONT'D) (cont'd)
Slippery little prick.

SAUL
Check your twelve.

Suddenly the bogey is pounded by machine gun fire. It rears
up in the air, its wing tiles nudging each other aside to
block shots. The U.S. Army choppers buzz underneath, guns
still smoking. Steel dragonflies THUD against the sea.

KIEDAS
Yeee-hah!

INT. LEAD CHOPPER

OFFICER
(grinning maliciously)
That put a mess in his shorts.

The bogey makes a supersonic beeline for the shore.

EXT. PRESIDIO

Officers and enlisted men look up as a SONIC BOOM rips
outward against the sky. A split-second later, the bogey
blurs overhead, strafing everything with exotic weapons.
Every window explodes. Mass hysteria. The two remaining
Talons still pursue at high speed, all guns firing.

SAUL
He's moving east toward Fort Mason.

CONTROL VOICE
We'll cut him off.

KIEDAS
I'll take him out myself if it kills me!

CONTROL VOICE
Alerting SFPD Chopper Traffic. All wings
look out for friendly fire.

The bogey rockets past an occupied pier, only meters above
the ground. Sonic BOOM. Pandemonium. SAILORS dive off the
deck of a commercial ship as EXPLOSIONS rip the hull into
staples. Wing after wing of planes and choppers chase the
bogey past the wreckage.

KIEDAS
I can't believe how fast--

SAUL
Never mind that. Force him north.

KIEDAS
Away from shore?

SAUL
Away from people.

KIEDAS
Force him how?

Saul clenches his teeth and opens fire on the bogey, which
reconfigures to avoid every shot.

EXT. GHIRARDELLI SQUARE

Cars screech into each other. Shoppers dive for cover
frantically as high-speed aircraft fill the sky. Aft fire
from the bogey sprays across a wing of choppers. A
helicopter's cut clean in half by plasma lasers; both halves
wheel into the terrified crowd and explode.

BACK TO SCENE

SAUL
All right, that's it, force him down!
Kill him fast!

KIEDAS
I'm on the job!

Kiedas' fighter jockeys madly for a shot.

SAUL
You got him?

KIEDAS
Missile lock! Hot lock!

SAUL
Fire!

CLICK--WHOOSH! Two missiles streak away forward! The bogey
drops like a rock. Twin contrails stab overhead--another
miss. More explosions in the sky.

Saul's chute SNAPS open hard. He clutches a wound in his leg
--Shattered knee--SCREAMS in pain--

His Talon PUNCHES like a fist into skyscraper glass; and at
exactly the same moment down below, the bogey CRASHES through
a pair of CABLE CARS on the California Line. Complete and
catastrophic mayhem. Crash and burn!

The bogey settles to a stop against a building. People
scream. Gawk in wonder. This can't be happening! Saul
settles to the ground. CRIES OUT in nauseating agony. His
right leg folds up underneath him at an inhuman angle.

Onlookers run up to find out what the hell's going on. This
crowd includes a stunned POLICEMAN.

POLICEMAN
Jesus wept! Are you okay, pal?

SAUL
My leg, it's bad--

About a hundred yards away, the bogey shudders again. Its
skin wells up to form a portal, which yawns open. Saul sees
this. Gains some measure of control.

SAUL (CONT'D) (cont'd)
Your gun.

POLICEMAN
Come again?

SAUL
Your gun. I need it.

POLICEMAN
For what? It's not like--

SAUL
(indicating the bogey)
Look.

A hard-shelled STINGER, as from a scorpion the size of a
rhino, stabs up and outward from the alien spacecraft.

POLICEMAN
(handing over his .38)
Never mind. Here, it's loaded.

He backs away. Takes off running. Two more CLAWS exit the
alien aircraft. A TOURIST raises his digital camera. Clicks
one shot: Saul checks the sidearm. Flips off the safety.
Cocks and aims. Squints and steadies himself--A new hero.

It shakes itself off. Spots the human who shot it down.
CHARGES at Saul, a whirling Ginsu knife running at over
twenty miles an hour. Along the way it swings a blade
around, cleanly decapitating a BUSINESSMAN--

Pauses briefly to punch a WOMAN to the ground with its heavy
stinger, then impales her. Flings her body through a window--

SCREAMS defiance. Leaps ten feet to POUNCE on a PEDESTRIAN.
Clubs him to the ground in a spreading pool of blood. The
crowd still screaming and running away.

In some place deep behind Saul Hammond's steely eyes, he's
just bid his old friend Reality a fond adieu.

The Demon rears, its stinger shuddering, legs still
skittering, sliding to a halt, two feet away. The stinger
twitches, rears back, readies...

Saul fires once more, point-blank, into the alien's
horrifying "face." It twitches...DIES. A cold smoke drifts
across a sudden eerie silence.

TIME DISSOLVE TO:

INT. NAVAL HQ - MEETING ROOM - DEBRIEFING

[NOTE: These TIME DISSOLVES are STYLIZED to make it very
clear that years have gone by between scenes.]

Sean Kiedas stands rigidly, uncomfortably. A FOUR-MEMBER
TRIBUNAL faces him. Makes quiet notes. Dossiers contain
diagrams of the Demon, accompanied by various photos of the
remains. The tribunal chief, an almost bookish senior
officer named PERKINS, clears his throat.

PERKINS
And what do you think this creature was,
Lieutenant?

KIEDAS
I just...Sir, I don't have any idea.
That monster killed David Weeks. That's
a documented fact. It killed my friend.
But now two months have gone by, and I'm
finding it hard to remember, even harder
to believe what I saw with my own eyes.
But I think you know what it was, sir,
with all due respect.

TRIBUNAL MEMBER
Oh, really?

The tribunal waits. Lets Kiedas dig his own grave.

KIEDAS
I think there's more of them out there...
somewhere...and they're on their way
here. I think you knew that. I think
the three of us walked into something we
couldn't possibly understand, in broad
daylight, because you needed more money
to fight these things off. And I think
that hidden agenda killed my friend,
sir...With all due respect.

A long tense silence descends. Finally:

PERKINS
So you think we set you up for a budget
increase. Do you believe that, Lt.
Commander?

Kiedas starts. He didn't expect to see:

SAUL
(who salutes)
I wouldn't presume to explain anything
that happened that morning, sir, because
the God's honest truth is I don't know.

Saul's right leg is now clearly BIONIC. A bit alarming, but
the height of 21st-century biotechnology. He limps to stand
at Kiedas' side.

PERKINS
At ease, Lt. Commander.

SAUL
I am at ease, sir, thank you.

Perkins nods, a bit sadly.

PERKINS
Please, gentlemen, sit down, both of you.
This won't be easy for me to tell you,
nor will it be easy for you to hear.

Kiedas waits deferentially for Saul to sit, then does
likewise.

PERKINS (CONT'D) (cont'd)
The creature you encountered that
morning...and killed, thank God...was
using technology foreign to any country
on Earth. We have every reason to
believe, and its biology supports this
belief, that the creature itself was of
extraterrestrial origin.

KIEDAS
An alien.

PERKINS
An advance scout, exactly.
(looking coolly at Kiedas)
We set you up for a budget increase. The
creature you killed...the creature we're
calling a Spider Demon...was not the
first alien encounter in our files.
Needless to say, this information is so
classified it makes the recipe for Coke
look like common knowledge. Is that
clearly understood?

SAUL
Yes, sir. You're referring to Roswell?

PERKINS
No, that was really just a balloon. I'm
referring to a signal we detected about
ten years ago. It originated near
Proxima Centauri, and we decoded about
two-thirds of it. It gives a few basic
lessons in mathematics and science, much
like the plaques we sent out on the
Voyagers, and then a simple language
primer. The message says...It says
there's something on its way here.

SAUL
Something like--?

PERKINS
We don't know. But it'll be here in less
than twenty years.

KIEDAS
(indicating Demon photos)
Holy Christ.
(to Saul)
More of them.

PERKINS
Again, we don't know. But after what you
men experienced, we've decided it'd be
wise to prepare for anything. You're
aware of the new ships heading out to
Mars in a couple of months?

SAUL
The Bova Colonists; of course, sir.

PERKINS
Yes, exactly. Congratulations, Lt.
Commander. You're going out there with
them. You'll be one of them.

The weight of this settles on Saul.

SAUL
Sir, you...Sir, my wife's expecting any
day now. A son. I can't just pack up
and move to some dome on another planet,
sir. I can't.

PERKINS
If our intel is correct, both Mars and
Europa will be near the Vistang flight
trajectory to Earth. That's a lucky
break. It gives us a chance to intercept
them. And that's where you come in.

SAUL
Sir, but--

PERKINS
Saul, we need a hero right now more than
anything...a champion. We have to use
that Martian colony, the harsh
conditions, the lower gravity, to train a
generation of humans how to fight for
their lives. And I need you there to
lead an interplanetary border patrol,
because you're the only soldier who's
ever seen one of these things in person
and killed it--

SAUL
But I'm no scientist, sir! I'm a pilot!
I don't know what the hell that thing
was, what it wants!

PERKINS
No, you just know how scared we ought to
be that it's out there.

KIEDAS
Scared shitless, sir. That thing had
weapons we can't even begin to
understand. Plus it gave us every
indication it hated us. Who knows what
kind of intel it sent back?

PERKINS
We think it lased your wings to test
their composition using some kind of long
range flash spectroscopy.
(to Saul)
Saul, the truth is we think you got off a
lucky shot. We think a few of those
alien spaceplanes could pose a serious
threat to any city in the world. It
wasn't fighting you. It was teasing you.
It should have won. We got a break, and
we need you to help us capitalize on that
break.
By training Martian colonists to fight
like soldiers, we allow billions of
people on Earth to live their daily lives
as untrained civilians. Saul, I won't
order you. I'm not even sure I could,
with your newfound celebrity. The public
looks up to you as a hero. So instead,
I'll just ask: Will you help us?

Saul knows full well the importance of his answer. And off
his thoughtful face, we

A colony ship, the HAN WU-DI, looms into view, U.N. and U.S.
flags both prominent on its dull, pitted hull. A section
spins about the ship for Earthlike "gravity." There's frost
on a portal as we loom in close on the blurred face of

ELISE

No longer pregnant, she is one of the first Bova Colonists:
A Martian. And in her arms she holds a THREE-YEAR-OLD BOY.

TIME DISSOLVE TO:

EXT. MARTIAN GRAVEL ROAD - DAY

RED blurs past. We look up at...

A reddish-orange gravel ramp. Pale pink sky. Coming toward
us, an enclosed CATERPILLAR VEHICLE, its solar engine WHINING
a thin shriek in the minimal atmosphere. It tows a WAGON
laden high with supplies from a LANDER on the horizon behind
it.

The MarsCat barrels toward a huge construction site, nestled
in a rocky arroyo. Plexi geodesic domes cover much of the
site. And whistling high above it all, a ruddy sandstorm.

We pass a cheap plastic SIGN: "WELCOME TO SUTTER'S MILL,
CANDOR CHASMA, PLANET MARS. POPULATION: 2,040." Below
that, some local wag has placed a set of arrows: "," and a third pointing straight
up: "GAS FOOD LODGING, 54 MILLION KM +."

INT. SUTTER'S MILL - MAIN CARGO AIRLOCK - CONTINUOUS

Grungy COLONISTS bound-step forward to meet the MarsCat.
(Gravity on Mars is only 38 percent of Earth's.)

P.A. SYSTEM (V.O.)
MarsCat Seven now arriving at Gate 5A.

As the MarsCat matches portals with the dome, a tall woman
strides over to stand next to Kiedas. Her coveralls read,
"C. McCLODE."

CENDRA
What's on this load?

KIEDAS
More hydroponics. Extra CO filters.
More maternity supplies. FiberFoam
distillates. And the last of the VR
theater equipment.

KIEDAS
I'm glad you made it in so quick. That
storm came out of nowhere.

SAUL
They always do. You seen Elise?

CENDRA
I think she's over in Southwest C with
that compressor again.

SAUL
David with her?

KIEDAS
Where else? He never wants to leave her
side.

SAUL
(sealing the locker)
Hmm. Must run in the family.

Cendra smiles. Saul heads off to find his family.

KIEDAS
Poker rematch in North B tonight?

SAUL
Don't you owe me two weeks' rations as it
is?

KIEDAS
(points a thumb at Cendra)
Cendra's covering me.

CENDRA
Like hell I am! You still owe me from
six weeks ago!

Kiedas grins and gets back to work.

TIME DISSOLVE TO:

INT. DARKENED ROOM - LATER

Elise, tough and sturdy, SCREAMS adrenalized anger and fear.
Fires in thunderous staccato bursts from a servo-enhanced
MACHINE GUN. The gun roars and hammers, but its muzzle only
flashes an LED.

She backs into liquid darkness. From out of nowhere, a
SPIDER DEMON (the crablike monster from before) DROPS, a
pouncing blood-red tarantula. Its stinger flashes into
Elise's back.

Little four-year-old DAVID SCREAMS from the darkness.

DAVID (O.C.)
Mommy!

The monster FREEZES. Elise steps away. Regards it with
hostility, panting and sweating. Saul steps up to her side.
He holds David, who's still shaking.

SAUL
And just that fast, it's all over. It's
not for real yet, David. It's okay.

DAVID
Make it go away!

SAUL
I will, son, in just a minute.
(to Elise)
Here, take him, please.

She does. Checks her watch.

ELISE
Fifteen seconds.

SAUL
(nodding)
And you had warning. Room lights on,
please.

They're in a featureless tentlike DOME, with holographic
PROJECTORS on all sides. Hundreds of colonists look on from
all sides. Saul gazes at the frozen alien, repulsed.

SAUL (CONT'D) (cont'd)
This is a Demon, or at least that's what
we call them. They call themselves the
Vistang. They hate any life form
standing in the way of their own
bloodthirsty expansion, so we have to
hate them back.

He faces the crowd. Even David pays rapt attention.

SAUL (CONT'D) (cont'd)
Obviously, the Vistang didn't evolve into
tool-builders, so how'd they manage to
build and fly interstellar spacecraft?
Bring up the Squint, please.

The Demon goes away, replaced by a strange squinting CREATURE
that seems to stand on four long arms. The Squint rotates,
passively blinking.

SAUL (CONT'D) (cont'd)
We call this creature a Squint. She's a
female, warm-blooded and covered in a
symbiotic insulating fungus.
We found two dead Squints in the alien
spacecraft, but a third was alive, and
she taught us a kind of signed pidgin
before she died of unknown causes two
months later. They call themselves the
Halnesh, the Created. They're very
clever technologically, way beyond us, in
fact, but they've been bred and
conditioned for thousands of years to be
the slaves of the Vistang.

Saul paces the room, grimacing in anguish.

SAUL (CONT'D) (cont'd)
They build the Demons spaceships, tend
their homes, and in some cases, even line
up to be living organ banks for them.
And when they get old, the Demons...eat
them. This ongoing holocaust has been a
way of life for the Halnesh for longer
than human beings have known how to
write... and somehow, the Vistang have
actually trained them to feel thankful
for their own servitude.

A moment of bleak silence. David hugs his mother tight.

SAUL (CONT'D) (cont'd)
This last Squint pilot almost worshipped
her Vistang masters. But just before she
died, as if indulging herself in a moment
of blasphemy, Ledana spoke of another
race which conquered planets, a race she
called the Karn. And if we read Ledana's
body language correctly, she feared the
Karn even more intensely than she feared
and hated us. The Demon again, please.

A Vistang Demon whirls to a stop in the room, and Saul
regards it with a murderous glare.

SAUL (CONT'D) (cont'd)
There may be worse; we don't know. But
always remember that this is not just
some game. We few thousand have been
charged with defending the Earth and all
her children.

He gazes fondly at his wife and frightened son.

SAUL (CONT'D) (cont'd)
We live for them now.

CUT TO:

EXT. SUTTER'S MILL - NIGHT

The sandstorm rages on. Satellite dishes watch and listen to
the skies.

INT. SUTTER'S MILL - OUTER DOME - LOOKOUT TOWER - NIGHT

Powerful floodlights attempt to brighten the area around
Sutter's Mill, but for the most part, they just reveal the
severity of the storm. A stream of sand runs off the dome
past the lookout windshield like a waterfall.

CHOPIN plays. Elise looks out and up. Phobos and Deimos
twinkle in a sudden clear patch of sky--and just as suddenly,
the sandstorm appears to devour them.

Cendra enters with a sketchbook and draws studies of
windswept, misshapen rock spires.

CENDRA
These storms always make me feel like
we're hiding in the attic.

ELISE
We are, I suppose.

CENDRA
Oh, great, another life-or-death serious
Hammond. Just what the Red Planet needs.
A whole family of funeral directors.

ELISE
(smiling slightly)
We're not that bad.

CENDRA
It's a wonder little David can sleep at
night--
(on Elise's pained reaction)
I'm sorry. I shouldn't have said that.
I--

ELISE
No, it's true, Cendra. Sometimes he
can't. Wakes up screaming about spiders.
He used to wet the bed 'til Saul told him
the Vistang could smell his urine and
find him in the night.

CENDRA
Wow. I guess you--Well. It's none of my
business.

ELISE
We're all each other's business now.
Three thousand colonists by next month,
twelve thousand next year...Twelve
thousand funeral directors.

CENDRA
I know. It's a lot of responsibility.
Three years ago I was a grad student in
engineering; now I'm an auto mechanic on
Mars. I miss beer.

ELISE
We've come a long way, baby.

CENDRA
Yeah, seventy million kilometers,
straight to the middle of solar nowhere.

ELISE
You do all right. You and Christine are
scrappers. Chalon's
(pronounced "ShuhLAHN's")
a little scrapper.

CENDRA
It helps to have someone to love.

ELISE
That it does.

CENDRA
Oh, why the hell are we even out here,
y'know? What do we hope to accomplish?
All this expense, all this hardship, and
how do we even know the Vistang'll come
through here? It's insane! Why Mars?

ELISE
(shrugging)
The Vistang are from Epsilon Eridani--we
know that from the First Contact warning-
so we can guess at their flight plan.
And if all that information is correct,
then Mars'll be in their way for six
months straight.

CENDRA
Ah, so you're not sure, either.

ELISE
Why trust one E.T. over another? The
asteroid miners and Europans haven't
reported so much as a blip in five years.

CENDRA
No news is good news.

ELISE
I love my husband, but if all this...
insanity as you put it...turns out to be
for nothing, I'll have to wonder why we
put our children through all this
madness.

CENDRA
We'll make 'em stronger either way.

ELISE
Strong or crazy.

CENDRA
David knows you love him, Elise. We all
do. Our kids are all...pioneers. Little
heroes.

SAUL
I want to show you something important,
little man. I think you're old enough,
and this might save your life. You might
even have to protect your mother from the
Vistang Spiders.

DAVID
Are you sure there's really spiders
outside the Lasernet, Daddy?

Saul grabs his son, not violently but intensely.

SAUL
David, please, if you don't believe me
about anything else, please believe there
are monsters on their way here bigger and
scarier than any Earth spiders on the
'net. They'll stop at nothing to turn us
all into meat or God knows what. You've
seen the nature shows from Earth, right?

DAVID
Yes, Ms. Deltree shows us those in
science class sometimes.

SAUL
Has Ms. Deltree ever shown you a wasp
that lays its eggs inside a tarantula,
and when the baby wasps hatch, they eat
the tarantula to death from inside?

DAVID
(cringing)
No.

SAUL
Son, maybe that's not what the Vistang
are like. But we know they want to kill
us, and we don't know why. What if it's
something like that? You need to know
how to kill the Vistang before they kill
you.

DAVID
I believe you. I want to learn.

SAUL
All right, that's my boy.

Saul removes his pack and quickly preps a strange-looking
WEAPON. Checks the load. Shows it to David carefully.

SAUL (CONT'D) (cont'd)
Now don't touch this until I tell you to,
okay? This is very, very dangerous if
you don't know what you're doing. In a
better world I would never have to show
you one of these.

DAVID
What is it, Daddy?

SAUL
It's a gun.

DAVID
Like on Lasernet.

SAUL
No. This is real. It makes holes in
things like spiders from a long way away.

DAVID
Could it put a hole in me?

SAUL
Yes, it could, very easily. That's why
you have to make sure you never point it
at yourself or another human being. And
you also have to be careful never to
shoot a hole in the dome, or we'll lose
all our air and many people will die. Do
you understand how important this is?

DAVID
Yes.

SAUL
Are you sure? This is the most important
thing I've ever told you.

DAVID
I'm sure.

SAUL
Okay. Now I want you to give me your
hand. This is metal. You can't feel it
through your glove, I know, but it's cold
right now. But when you fire it a lot,
it gets hot. That's why you have to know
how to hold it correctly. Here, I'll
show you.

DAVID
I don't want to hold the gun.

SAUL
You don't have any choice, little man.
None of us do. I have to show you how to
fight a war.

DAVID
I've played war with the big kids at
school and on video games.

SAUL
This isn't playing. Now take the gun.

David hesitates.

SAUL (CONT'D) (cont'd)
I said take the gun, David.

DAVID
Yes, sir.

He does. The gun's too big for him, but he mimics his
father's stance and shifts nervously into firing position.

SAUL
Now put your finger on the trigger, right
here.

DAVID
What does that do?

SAUL
When you pull it, the gun fires. After
that the bullets go where you aimed them,
and you have no control, so be sure you
know what you're doing before you pull
it. One mistake and somebody you love
could die in an instant.

DAVID
I don't like real guns, Daddy. I don't
want to hurt nobody, even by accident.

Saul considers this. Struggles against unwanted tears. He'd
have given anything to spare his little boy this insanity.

SAUL
That's why I'm proud of you, son.

TIME DISSOLVE TO:

THE SAME - ONE YEAR LATER - DAY

Gun and watchtower fortifications have now been completed.
Sparse vegetation colors the dust. The dome is larger, and
dozens of MarsCats are parked against airlock doors. FIVE
THOUSAND COLONISTS sit or stand in the natural amphitheater.

Saul and Tong are joined by a stocky buzzcut, Gen. Thomas
O'SHEA. After a few beats, the three men step to the center
of the assembly.

CENDRA
'Ten-hut.

Christine elbows her playfully.

SAUL

holds up a hand to request silence. A thin wind goes by. He
toggles his suit mic from private to public.

SAUL
Good morning, Martians. How many of us
remember when we all fit inside the old
Lasernet theater? We've been out here a
long time. A few of us never made it
this far; they're buried up on the ridge,
the first Martian casualties.
We all pray there won't be more...but I'm
afraid I have bad news.

Elise frowns. General muttering fills the public channel.

CENDRA
(quietly)
This is it.

SAUL
Friends, please, we have much to discuss.
We knew this was coming, we just didn't
know it would be this soon. Last month
an asteroid-based observatory detected at
least three dozen incoming objects. We
hope it's a meteor shower, but we really
think the objects are a Vistang armada.
They're on a course for the Earth-Moon
system.

Increased muttering.

CHRISTINE
Damnit.

SAUL
There's more. Phobos Observatory has
detected objects inbound toward Mars, at
a distance of about two million
kilometers and closing from above the
ecliptic...probably metal, and probably
decelerating for landfall. We've already
sent a number of high-energy radio bursts
to get their attention, so we expect them
to land here within days.

TARSUS
Days? No! I want off this rock! I've
got a family back on Earth!

SAUL
You know why we're here, Phil, but a
number of vessels are returning to Earth.
Problem is, the return window won't be
open until four days from now. By then
we should be in full...confrontation.

TARSUS
This is bullshit! I came out here as a
botanist, not a soldier!
I was slotted in before we ever even
heard of the Vistang. I'll be damned if
my family's gonna unload me in a body
bag!

SAUL
We don't have any choice but to fight!
I'm scared, too, all right? My wife and
son are here! I'll be honest: I've
dreaded this day for nine years. But I'm
prepared for it. We all are. Let me
show you what's been done to keep our
families safe. Dr. Tong?

TONG
Good morning. As you know, we've been
working on a number of technologies to
assist in a fractional-gravity skirmish.
The first is a series of steroids to
augment respiratory efficiency and
muscular endurance. With final testing
completed, we're commencing a full
release protocol. You should see
practical results within minutes of each
dosage. Major, could you step forward,
please?

Sean Kiedas steps out in full BATTLE GEAR: Bionic
scaffolding braces his body and augments his movements.

TONG (CONT'D) (cont'd)
Major Kiedas has been instrumental in the
design of our new Martian battle suit.
The additional mass helps to ground him
in Mars' third of a g, but the servos
augment his muscles in a crisis.
Grounding spikes steady him in shifting
sand or gravel.

KIEDAS
This I like.

Kiedas flexes his right wrist, and a long SPIKE shoots
straight down the back of his leg to impale the red sand.

KIEDAS (CONT'D) (cont'd)
Plus I can't be knocked off my feet by
any weapons recoil.

TONG
The suit's rigged, of course, to stow and
engage our new infantry weapons. Sean?

Kiedas makes a fist with his right hand. A MACHINE RIFLE
flips over his shoulder from a case on his back. Rockets
forward down a rail on his arm into firing position.

KIEDAS
Total draw time, half a second. This bad
boy's loaded and ready in a New York City
heartbeat.

Behind his visor, Tong grins.

TONG
Behold the Ares Series G machine rifle.
A bit intense on the recoil since our
last redesign. Watch that rock formation
downfield.

Kiedas flexes his ankle to detach his grounding spike, then
turns around to face a boulder a third of a kilometer away.
SHTUNK! The spike drills down again. Kiedas FIRES, jerking
behind the enormous rifle. A SOUND like thunder inside a
wind tunnel. The boulder BURSTS into drifting red dust.

CENDRA
Wow.

KIEDAS
The suit helps out by making automatic,
lidar-guided micro-adjustments to my aim
on the fly. Very handy in a dust storm
where my visibility might not be a
hundred percent. This baby kills spiders
dead.

TONG
The new artillery is capable of punching
through a MarsCat from half a klick away.

KIEDAS
My team has also finished testing the
orbital battery, so we'll have full space
to-ground beam coverage throughout the
engagement. We can burn 'em like frying
ants with a magnifying lens.

Saul takes a moment to gather a final historic thought.

SAUL
In times past, a general would summon
forth an agent of God to bless an
imperiled army and its weapons. We have
no such cleric. It was our own
determination that got us out here; and
while I do believe in God, I know we are
blessed most when we strive for
ourselves. The ten billion people on
Earth pray for us to defend them. We
hold their fates in our hands. And if
you're worried about the moral enormity
of killing our first non-human visitors,
then remember they would murder you and
your children in an instant. Do not
hesitate to blast all life from their
obscene demonic bodies...This is right.
I know this.

Saul draws his own weapon.

SAUL (CONT'D) (cont'd)
And I will laugh as I destroy them in
fire and pain. No regrets. No pity or
weakness. And I implore you to do the
same. My friends, my family...We end it
here.

SAUL
As expected; it's the only place flat
enough. But I'm forgetting something,
God, I know I am. What am I forgetting?

O'SHEA
They're ready, Saul. You know that.

SAUL
I know, it's just...
(rubbing his helmet plexi)
I swear, I've got a migraine the size of
this planet. My whole family could be
dead in ten minutes if this goes badly.

KIEDAS (O.C.)
Saul?

SAUL
Come in, Sean.

KIEDAS (O.C.)
We're in position outside the blast
perimeter.

SAUL
Copy that.
(to O'Shea)
ETA?

O'SHEA
(quietly)
Ninety seconds.

EXT. CRATER PLAIN - SEVERAL KILOMETERS AWAY - CONTINUOUS

Kiedas brings the lead MarsCat to a halt on the edge of a
broad CRATER. A constellation of five morning STARS appears
in the distance: It's the alien invasion fleet's first wave
hitting Mars' wispy atmosphere.

This vehicle is driven by a no-nonsense African-American,
MARCI RIDDELL, who wears a spacesuit with its helmet off.
(It hangs from a hook nearby.) She peers up through her sand
scratched windshield. Six INFANTRY SOLDIERS are crammed into
the work compartment behind her, helmets on and ready.

SAUL (O.C.)
Okay, then, all MarsCats stop right where
you are. Make no aggressive moves yet.
We want all five ships to land before we
roll out the welcome wagon.

KIEDAS (O.C.)
Got it.

Sure enough, the five alien ships settle as one onto the flat
red plain. These ships look different, though, not like
Vistang constructions at all.

INT. SENTRY TOWER

Saul lifts his right hand and points to O'Shea, who hovers
over a WEAPONS CONSOLE expectantly.

SAUL
Ready...

EXT. CRATER PLAIN - LANDING FIELD - CONTINUOUS

The lead ship cracks open, and a landing ramp lowers from the
hull. A hulking SHADOW moves into position inside.

There's something buried beneath the plain...

INT. SENTRY TOWER

Saul stabs his pointer finger down like a carving knife.

SAUL
Now! Full detonation!

O'SHEA
Roger that.

O'Shea executes a command on his computer console.

EXT. CRATER PLAIN - LANDING FIELD

The entire plain ERUPTS like a volcano from the EXPLOSIVES
buried just beneath its surface. Bits of alien spacecraft,
and indeed half the plain, are thrown in every direction
against a third of Earth's gravity.

THE MARSCATS

jolt into the air as a WAVE of detonation spreads outward and
upward.

RIDDELL (O.C.)
Hoo boy, that got 'em!

INT. MARSCAT ONE

The glare of this massive explosion plays across Kiedas'
face. He WHOOPS in xenophobic bloodlust.

TONG
Saul, you know we won't have a Mars-Earth
launch window for thirty-six hours!

INT. SENTRY TOWER

Behind Saul and Tong, sentry guns fire a wave of MISSILES
straight up into the air.

SAUL
(yelling over the guns)
Can we get 'em into the Earth-Moon
gravity well?

TONG (O.C.)
I'll try, I swear to God I will, but we
need your guys to hold 'em off for a
couple of hours at least.

Hammond looks at O'Shea, who shrugs sadly. Above them, the
missiles find a new wave of targets. BOOM--BOOM--BOOM--

SAUL
(reacting to the noise)
I'll try my best to give you one hour,
Algernon. Make it count. We've got six
dozen infantry soldiers on that bluff who
may not make it back to Sutter's Mill,
much less home to Earth.

TONG (O.C.)
Copy that, Saul. Infantry, inject now,
full dose.

INT. MARSCAT TWO

Infantry troopers press tabs on their arms, dosing themselves
with Tong's steroid formula. They seem to puff up before us.

J. Knight and G. Meraz grab each other's shoulders and SNARL.

MERAZ
Game on, baby!

KNIGHT
Good luck, Grace.

MERAZ
I don't need luck!

RIDDELL
Make us proud, boys and girls!

SAUL (O.C.)
Full deployment! Ground soldiers go!

RIDDELL
You heard the man, now take this outside!

Riddell's crew HOLLERS lethal ferocity as she puts on her
spacesuit helmet.

KIEDAS (O.C.)
Incoming!

EXT. MARTIAN BADLANDS - CONTINUOUS

Swirls of red dust, the aftermath of the explosion, vomit two
dozen ALIEN HOVERSKIFFS. Sleek gunboats on two hover pod
arms. Projectile weapons.

INT. SENTRY TOWER - CONTINUOUS

SAUL
Fire the orbital lasers!

O'Shea punches a set of controls.

EXT. MARTIAN BADLANDS - CONTINUOUS

Sun-bright LASER BEAMS stab out of the dusty pink sky,
chasing hoverskiffs across the plain in an intricate zigzag.

The MarsCats on the crater's edge open fire from tank guns on
jury-rigged tripod mounts.

Spacesuited infantry troops leap into trenches and open fire
on the approaching hoverskiffs.

Bullets SPANG off the polymer nose of a hoverskiff, which
returns fire in thunderous blasts. Even in Mars' thin
atmosphere, the NOISE of the battle is overwhelming.

EXT. MARTIAN WILDERNESS - VARIOUS LOCATIONS - CONTINUOUS

Three different automated silos launch missiles into the sky.

EXT. MARTIAN BADLANDS - CONTINUOUS

Meraz and Knight join their comrades in the trenches.

MERAZ
(yelling over gunfire)
Hey, James!

KNIGHT
Yeah!?

MERAZ
I've always wanted to have sex with you!

KNIGHT
What!?

MERAZ
I said, I've always wanted you inside me!

KNIGHT
(shrugging helplessly)
What?! I can't hear you!

MERAZ
Well, never mind, then...Just hope we
live!

Knight shrugs. Resumes fire. Two hoverskiffs flash
overhead.

INT. MARSCAT ONE

KIEDAS
Damn, they're fast.
(into his radio mic)
They've broken the line. Riddell, I'm
heading south. You want to move west?
Let's see if we can flank a couple of
those hoverskiffs and hit 'em from both
sides.

RIDDELL (O.C.)
We're too slow in the MarsCats. We might
as well be standing still.

A skiff opens fire on Kiedas' MarsCat. Plumes of dust mark
the strafing run of alien projectiles, knifing straight into--

INT. MARSCAT ONE

--where the sting-quick line of alien gunfire perforates Sean
Kiedas' legs and torso.

KIEDAS
Nnf.

RIDDELL (O.C.)
He's hit!

INT. SENTRY TOWER

SAUL
Sean, get out of there! Move!

EXT. MARTIAN BADLANDS

The lead hoverskiff FIRES off a larger round, more rocket
than bullet.

The round slams into MarsCat One. Blows it clean off its
treads and into the crater, demolishing its side as easily as
we might crush an aluminum can.

INT. MARSCAT ONE

RIDDELL
Sean!

SAUL (O.C.)
What's happening?

EXT. MARTIAN BADLANDS

The wreckage of MarsCat One tumbles toward the plain in slow
motion.

RIDDELL
Sean!...He's dead, Base. They killed
him.

INT. SENTRY TOWER

Saul BELLOWS INARTICULATE RAGE. Slams his fist into a wall.

EXT. MARS ORBIT

The alien fleet attempts to move out of orbit. A volley of
MISSILES slam into the fleet from below, doing obvious damage
and forcing it to fire braking rockets and regroup. A few
ships come about to return fire.

Some distance away, a large LASER SATELLITE CANNON pulses
toward the surface.

EXT. MARTIAN BADLANDS

The BEAM from high above connects with two hoverskiffs,
frying them instantly into vapor. We look up into the pink
sky from whence the beams originate.

Knight pushes Meraz's body away and runs for it. Sets his
grounding spike--THUNK! Brings his rifle around--SNAP!
Fires off a series of shots that cut a hoverpod clean off a
skiff. It sails overhead, already toppling. The severed pod
itself just misses him.

Soldiers WHOOP and charge the skiff as it crashes.

Four spacesuited ALIENS flee the skiff before it's even
settled to the ground.

Knight clears his spike and charges forward.

KNIGHT (CONT'D) (cont'd)
Base, this is Knight! Come in, please!

SAUL
Base here. I read you, James.

KNIGHT
We've downed a hoverskiff, but these
aliens aren't spiders! The silhouette's
all wrong, too blocky and hunched over.

THUNK! And as the aliens take their first steps on Mars,
they are greeted by a hail of bullets. Amber circulatory
fluid sprays all over the skiff.

INT. SENTRY TOWER

Saul and O'Shea inspect the battle as it approaches Sutter's
Mill. The insanity of war: Skiffs and troops in full
engagement. MarsCats lobbing shells from trailing positions.

SAUL
Holy God. Are Elise and David okay?

TONG (O.C.)
They're fine, Saul. We've already moved
them into the secondary tunnels along
with half of Sutter's Mill. Getting a
bit claustrophobic down there.

O'SHEA
Yeah, you should see what we're dealing
with up here.

Saul and O'Shea duck as a skiff fires on their position.

EXT. SUTTER'S MILL

Troops have restored a kind of order. Lines form to protect
Sutter's Mill. Trenches. Soldiers in high towers. Cendra
pulls two soldiers into a dome-side trench.

CENDRA
Here they come! Let's make each bullet
count!

The hoverskiffs advance through a hailstorm of bullets.

INT. GUN TOWER

Tarsus fires on the skiffs with an anti-aircraft gun. Ducks
as return fire whizzes just past his helmet, demolishing his
weapon.

TARSUS
Screw this.

He flees the tower just as more shots blow it into shrapnel.

EXT. SUTTER'S MILL

A new weapon emerges from the lead hoverskiff, cycling around
and powering up.

Knight sees this and grimly engages his grounding spike.

Tarsus cringes behind the door of a closing airlock.

Bullets spang off the nose of the skiff doing little damage.
The weapon's priming cycle finishes.

It emits a plasma-hot LASER BEAM which flashes from side to
side like the spray of a flamethrower. It cuts through
anything it touches...

...slashing sideways through James Knight at chest height,
cutting off his arms and bisecting his heart. He topples.

KNIGHT
(a sigh)
Ah...Good game...

His eyes shut for the last time as hoverskiffs settle to the
rocky ground outside Sutter's Mill.

Wounded and dying can only watch as several dozen spacesuited
aliens with exotic hand weapons approach the outer dome.

Cendra crawls to block their way. She is missing both legs.
Bleeds profusely. Wheezes as her spacesuit leaks air. A
hunched ALIEN with distinctive HORNS over its eyes stops to
look at her thoughtfully.

CENDRA
Go away. Please...Leave my babies alone.

After a quiet beat, the alien casually blows her head off.

INT. SUTTER'S MILL - OUTER DOME - LOOKOUT TOWER

Tong pounds up a circular stairway into the tower. Sees the
hoverskiffs parked outside. Soldiers' blood on red rock.

TONG
(into a mic)
Base, this is Tong in Tower Three. It's
a total loss outside.

SAUL (O.C.)
Say again, Doc.

TONG
They're all dead--the troops outside the
dome. I can't do anything for them and
these bastard Troll aliens are advancing
toward the main airlock.

INT. SENTRY TOWER

SAUL
(helmet in hands)
All dead? All dead.

O'SHEA
What do we do, Saul?

SAUL
It'll take 'em a while to figure out how
to cycle through the dome locks.

TONG (O.C.)
They don't have to figure it out; they
can just--

EXT. SUTTER'S MILL - OUTER DOME

The lead hoverskiff pounds artillery into the dome. It blows
inward, then OUTWARD in a puff of escaping air. Tong watches
from the control tower just inside the inner dome.

TONG
(panicked)
Shit, they're in--

Sure enough, the inner dome EXPLODES like a raindrop hitting
pavement in slow motion. The rush of air slams Tong into the
tower wall. He recovers enough to bound over the side.

Tong hits the floor heavily. Scrabbles for purchase against
a hurricane wind.

INT. SUTTER'S MILL - TUNNELS

Elise and David wait with Christine and Chalon. This section
still has air.

ELISE
You okay, baby?

DAVID
Yes. What's that noise?

ELISE
I don't know. Try not to worry. Your
father'll be here soon.

CHRISTINE
You believe that, don't you, David?
He'll be here within minutes, and he'll
probably have Cendra with him.

DAVID
I don't know about Cendra...but my
daddy'll be here when he's killed all the
spiders.

Tong enters and collapses. His face is red from exposure to
thin freezing atmosphere. He holds a BREATH MASK over his
mouth and nose, gasping for air.

TONG
Not spiders, Trolls. The Karn. Close to
my height but wider. They look like
hermit crabs. Tentacles here and here.

ELISE
They sound disgusting.

TONG
They're killing us. We're outgunned even
worse than I feared. Your husband's
already begun a full retreat. Dozens of
people are--
(noticing David watching him)
Well, you can imagine.

ELISE
(sadly)
Oh, Saul...

CHRISTINE
But that's crazy. We'll never make it to
Earth if we leave now!

TONG
I think he knows that...but it's better
than the alternative.

INT. SUTTER'S MILL

Saul and O'Shea try to impose order on surrender. Panicked
soldiers run in every direction as Trolls lay waste to
Sutter's Mill. A hurricane of ESCAPING AIR blows past.

SAUL
Turn around, turn around! We've got to
make a last stand!

TARSUS
(running past)
Go to hell, Saul! It's over!

O'SHEA
(calling after him)
Coward!

SAUL
Ah, leave him be; he's probably right.
Get these people into the tunnels and
start sending up rockets ASAP. The other
laser satellite should provide enough
cover to get us out.

O'SHEA
Saul, I don't have a launch window!

SAUL
I'll try to hold them off for a few more
minutes. You've recomputed for Luna?

O'SHEA
Yeah, I might be able to reach Earth-Moon
space if I whip us around Mars, but our
ships weren't built to do that. For all
I know, we'll lose more people than we
save. Plus our colonists haven't felt
that kind of gravity in years. Their
spines could snap!

SAUL
We're in shape. Get 'em ready. We don't
have a choice.

O'SHEA
Why put me in charge? You're coming with
us.

SAUL
I'm right behind you, I promise.

O'Shea has a grim premonition. Holds his hand out for Saul
to shake.

O'SHEA
Best of luck, Saul.

SAUL
Same to you. Now get our families off
Mars, all right?

O'SHEA
If I don't see you again--

SAUL
Never mind that. God bless, Tom.

O'SHEA
(grinning as he turns away)
Oh, He might bless you, Saul, but I'm
pretty sure I voided my contract with Him
years ago.

Saul grins back until O'Shea and the others are out of sight.
Then he braces himself in a sheltered alcove. Primes his
rifle. And he waits for the onslaught...alone.

And for the first time we realize, shockingly, that Saul
Hammond is utterly terrified.

Trolls crash into the room. BARK commands in an alien
TONGUE. Saul aims his rifle.

SAUL
(a whispered prayer)
Lord...Protect them.

Opens fire.

EXT. SUTTER'S MILL

A row of escape ROCKETS. Readying for launch.

SPACE - MARS ORBIT

Another LASER SATELLITE moves into position.

INT. SUTTER'S MILL - TUNNELS

The hurricane has dwindled to a breeze. No more air left
this close to the punctured dome.

For a time Saul is protected by the sheer number of Trolls
attacking him: They pile up in all directions, blocking
entry for the others. Brutal.

A bullet ricochets into Saul's helmet, cracking the glass.
Saul reacts in near panic, stabbing at a wrist control. Two
backup half-shields slide shut before his wide eyes.

Trolls pour forward from all sides. Saul turns and runs.

Blocky silhouettes mill in the dusty darkness behind him as
he pounds deeper into the colony, sealing an airlock behind
himself.

TARSUS
(from the shadows)
Help, please! Dear God!

Saul slides to a halt, almost falling. Opens his helmet.

SAUL
Who's that?!

TARSUS
It's me, Phil Tarsus. I'm stuck under
this bulkhead.

SAUL
(running to help him)
Can you move your legs at all? They're
right behind me, those creatures!

TARSUS
I just need you to lever this panel off
me, please. I can wiggle my toes.
Nothing's broken.

Saul groans with the effort, aided somewhat by the weak
gravity. The bulkhead slides loose, and Tarsus jumps up.

O'Shea turns from his pre-flight sequence to holler at
colonists entering behind him and strapping down.

O'SHEA
Get strapped in as quickly as possible!
We'll be taking off as soon as the
covering laser moves overhead! With any
luck, we can link with the Han Wu-Di and
be headed back toward Luna by suppertime!

INT. SUTTER'S MILL - TUNNELS

Elise grabs Tarsus as he limps past.

ELISE
Tarsus! Have you seen Saul?

TARSUS
He's back there with about a hundred
Trolls behind him in hot pursuit. If I
were you, I'd take your kids to the
rockets right now.

CHRISTINE
Wait! But what about Cendra?

TARSUS
I don't know--For Christ's sake, get out
of my way! Damn near everybody out there
is dead or will be soon! Now move it!
All these kids are clogging up the escape
corridor!

Christine DECKS HIM IN THE HEAD--

CHRISTINE
God, you insensitive prick!

Tarsus reacts in shock and pain. Rubs his jaw.

TARSUS
Look, the aliens are on their way here.
If you don't want to evacuate, then stay
here and die, you crazy bitch. See if I
care.

Elise drags David away as in a nightmare. He SCREAMS over
and over, raging in defiance against a world his mind insists
could not possibly be allowed to exist.

The horned Troll's companions seem to chide it for poor table
manners as it continues its grisly meal. One attempts to
pull it away, but it resists and continues eating.

EXT. SUTTER'S MILL

Rockets lift into the air, aloft on pillars of fire. The
hatch seals shut on the final escape craft. Trolls move
toward it--but a barrage of hot white LASERS from the
covering satellite forces them back.

INT. ESCAPE ROCKET

Elise's face has gone slack.

TANNOY VOICE
The Karn are not pursuing. Repeat, the
Karn are not pursuing.

Christine dabs at the blood on David's spacesuit. Tears fog
his helmet.

CHRISTINE
(weeping)
Oh, honey, look at you, you're covered in
blood--

David fights her off. A spasm of irrational wretchedness.

DAVID
No, that's my father's blood! My
father's!

Elise folds up into herself. A long keening CRY...

...which disappears into the SCREAM of rocket engines.

SPACE - MARS ORBIT

The rockets flee into space like the spores of a dandelion.
Far beyond them, silhouetted against Deimos, the Han Wu-Di.

All FADES OUT into silence and DARK.

TIME DISSOLVE TO:

SPACE - BETWEEN PLANETS

The Han Wu-Di cuts its primary nuclear engines and seems to
drift through space, rolling end over end on short bursts
from positioning rockets. The engines pulse back on.

INT. HAN WU-DI - HAMMONDS' CABIN

David watches a toy float in zero gravity. Coriolis force
causes the toy to drift in another direction as the THRUM of
engine noise resumes in the cabin.

Elise unzips a tent-style door and leans in. False cheer.

ELISE
There you are! You want to come see
Christine's little baby? She named him
Donal after Cendra's dad. He has
Cendra's eyes.

DAVID
(quietly)
We turned around.

ELISE
Yes, that's right. We're slowing down
for the rest of the trip home.

David just nods.

ELISE (CONT'D) (cont'd)
O'Shea and Tong found a way to get us to
the Moon. We'll have to fire a tricked
up VASMIR when we're closer to--
(on his blank stare)
Never mind. You don't understand any of
that. Sorry.

Elise turns to leave.

DAVID
You say that a lot, Mom. That I don't
understand.

ELISE
Yes, I probably do. I don't understand
everything that's happened to us, either.
Sometimes I think this must have all been
some kind of delusion or nightmare--

DAVID
Mom, why didn't we try harder to save
him?

This hits Elise like a slap.

ELISE
What do you mean? How could we have?

DAVID
I just think...'cause I tried to go back,
Mom. You pulled me away. I think I
could've helped him, maybe, if I'd stayed
a little longer.

Elise attempts to respond but can only fight off emotions.

DAVID (CONT'D) (cont'd)
(giving in to zero-g tears)
I don't think I tried hard enough.

ELISE
Oh, David...

She holds him close; they share an overpowering grief.

TIME DISSOLVE TO:

SPACE - LUNAR ORBIT

The Han Wu-Di, significantly battered and bruised, drifts in
orbit. It's been ransacked for usable parts.

Earth's Moon is now POPULATED by thousands of Lunar humans
under various domes and other constructs. Long, straight
RAIL GUNS stretch away from a LUNAR CITY like the rays of a
starburst. We descend toward the surface to look in through
a plexi window at a large room, the "MESS TENT."

INT. LUNAR CITY - "FORT ARMSTRONG" - MESS TENT

Hundreds of Martian refugees move down the chow line. A pall
of grief still hangs over the room. Christine nurses her
newborn BABY as Elise sits by her side. Because gravity on
the Moon is only half that of Mars (or one-sixth of Earth),
plates are covered boxes, and cups have childproof lids.

CHRISTINE
Good morning, fellow refugee.

ELISE
Good morning.
(indicating the nursing baby)
Breakfast time for all of us.

Christine smiles distantly. Elise has a box of food but
doesn't open it.

CHRISTINE
How are you and David holding up?

ELISE
We're not. We're just...here.

CHRISTINE
Yeah. You figured out what you're gonna
do next? O'Shea's arranging for our
transport back home.

ELISE
Earth was never David's home; he was a
baby when we left. I don't want to move
him again right away, so I think we'll be
staying here for a while. It'll give us
a chance to finish training for higher
gravity, plus...this seems like a good
place to make a transition.

CHRISTINE
Yeah, I may just do the same....Y'know, I
heard a new phrase on the 'Net last
night: "Red Alamo." That's what they're
calling Mars back on Earth now.

ELISE
Yeah, I've heard that, too.

CHRISTINE
They're trying to turn what happened to
us, that goddamn massacre, into a
rallying cry.

ELISE
And our lovers into martyrs. Well, I
guess it's better than nothing. We lost.
We got walloped. We could have been
given a losers' welcome.

CHRISTINE
It'll all be the same in the end. I can
tell they're already too embarrassed to
talk to us.

ELISE
I think it makes them afraid to see us.
If it happened on Mars it can happen here
on the Moon, or...

DAVID
(thoughtfully; sincerely)
Our Father in Heaven, we thank You for
Your bounty and ask that it give us the
strength to...

David stops for a moment, wrestling emotion.

ELISE
You okay?

DAVID
(nodding)
"Our Father in Heaven." God, thank You
for creating a Heaven for my father. He
was a very great man, and a good man; and
I know even now, in Your Heaven with all
the other angels, he is known as a leader
and a hero. He was my hero. Please tell
him, God...Please let him know he was my
hero and that we love him and I'm sorry I
can't see him anymore.

David weeps, very quietly. He opens his breakfast to find a
stack of plain round pancakes...no Mickey Mouse ears.

ELISE
(extremely moved)
Amen.

CHRISTINE
Amen.

ELISE
That was fine, son, but you know your dad
would never want you crying over
something that had happened to him. More
than anything he just wanted to see you
happy.

DAVID
I know...
(a small laugh)
My dad would never want to see me crying
over anything...I can't do this. I'm
sorry, excuse me...

He gets up and leaves the table, his breakfast untouched.

CHRISTINE
(finally)
It's good you both have your faith.

ELISE
Well...It's good he still has his.

Elise and Tarsus make eye contact across the mess tent. He
cringes, made uncomfortable by her coldly accusing stare.

TIME DISSOLVE TO:

INT. MAZE - CGI

A muscle-bound SOLDIER runs through a dim, twisted labyrinth.
Totes a huge GUN. Ducks into a corner to listen...Inhuman
FOOTSTEPS approach. He sinks deeper into the shadows.

A TROLL scuttles past with an alien weapon. The Soldier
reappears wearing an older David's face.

SOLDIER
Hey!

David's voice has changed...It's deeper now, commanding, more
like his father's.

The Troll spins to find a laser pointer in its face. The
David-Soldier opens fire in a vicious barrage that quickly
converts the Troll into thick, meaty chunks.

DAVID-SOLDIER
I'll bet I never stop enjoying that--

From out of the darkness behind him jets a Vistang DEMON,
scythelike claws already poised for the kill. The David
Soldier spins in unprepared panic. He ducks just as a volley
of rockets from the shadows punch into the Demon.

The David-Soldier rolls and looks up, still obviously
spooked. The Demon drips down a wall.

Chalon McClode is 14 and will soon be one of the solar
system's pre-eminent beauties.

DAVID
Oh, bring her back. I liked the boots.

CHALON
Don't be stupid.

DAVID
Aw, but I'm good at it.

The teenagers share a smiling beat of comfortable silence.

DAVID (CONT'D) (cont'd)
Game Control, engage Martian sunset, with
a sandstorm in middle distance.

For several seconds, the castle maze is replaced by a
rotating CAPTION: "LOADING." Then the teens are

EXT. MARS - TWILIGHT

on a vast Martian plain, the bulk of Olympus Mons rising
majestically on the horizon. A violent storm spits a pair of
ruddy dust devils.

CHALON
Nice view.

They sit, oddly vulnerable and small without spacesuits, and
regard the roiling storm.

CHALON (CONT'D) (cont'd)
You've put a lot of thought into this
sim.

DAVID
Tharsis Montes looking west toward
Olympus Mons.

CHALON
Biggest volcano in the solar system. I
remember Ms. Deltree used to show us sims
like this one. I used to imagine Olympus
erupting and burying us all in hot lava.

DAVID
Nah, nothing that simple ever happens to
us. We were just invaded by aliens.

CHALON
Yeah. You still miss him, don't you?

DAVID
Every day.

CHALON
I barely knew my other mom...I still miss
her, though. Funny, huh? You try to get
over it, but all they want to teach us is
xenobiology, military history, building
rail guns and blowing shit up.

DAVID
I've got a mom to protect. So do you.

CHALON
I've got a life to protect. My sanity.

DAVID
It's important.

CHALON
I know, but...I want to spend time with
you, David. I want us to be better
friends. I know we have a lot in common.
But I don't want to spend every afternoon
running around shooting Demons and Trolls
in a cave just to be around you.

DAVID
I know. I'm sorry. I know people think
I'm a weirdo.

CHALON
No, we just think you're lonely. This...
(indicating the Mars sim)
Our parents died here, David. To us,
this whole planet is a graveyard. We
live now, right here, on Luna.

DAVID
(struggling to explain)
It's the only way I have to be close to
him.

CHALON
David, this...all this make-believe Mars
isn't gonna bring him back. You know
that. And it sure isn't gonna make you
happy. I remember your dad. My mom
respected the hell out of him. But
nothing I've heard about your father
would make me believe he wanted you to
feel sad and afraid all the time.

DAVID
My dad wanted me to be ready for a war,
Chalon. And believe me, I will be.
Nothing on Mars or the Moon or the Earth
is gonna stop that. And I want to be
your friend. But if you or anyone else
wants to be in my life, then you're just
gonna have to respect my dad's wishes.

CHALON
The other kids our age respect you, not
your father.
I think they'd follow you into battle
just like their parents followed Saul. I
know I would. But you scare them all,
David, sometimes more than they're
willing to admit.

David grimly considers this.

DAVID
I think it only makes sense to be scared.

TIME DISSOLVE TO:

EXT. LUNAR SURFACE - MARE FECUNDITATIS - FORT ARMSTRONG

A LunaCat roams across a gray dusty plain, moving parallel to
a long metal tube, one arm of the Lunar rail gun apparatus.
Long shadows stretch out behind the LunaCat.

INT. LUNACAT THREE-TWENTY

David (now 18) touches a few controls and sits back
contentedly. He looks out

THROUGH THE FORWARD WINDOW

at the blue bulk of Earth.

DAVID

enjoys a rare moment of tranquility as the LunaCat rolls
along on auto-pilot. A comm control BEEPS, and he toggles
the channel open.

DAVID
LunaCat Three-Twenty. Hammond.

TONG
Hey, David, this is Algernon.

DAVID
Hey, Dr. Tong, good morning.

INT. FORT ARMSTRONG - CONTROL STATION - INTERCUTTING

Tong watches a set of security screens. He looks bored.

DAVID (O.C.)
I was just on my way out to check on that
busted coil.

TONG
I figured that was you. You're headed
straight into the Earthrise.

INT. LUNACAT THREE-TWENTY

DAVID
Yeah, my God, what a beautiful view.

TONG (O.C.)
You ever think of going back there?

DAVID
It's not really home to me. I'm
surprised you're still here, though.

TONG (O.C.)
I went back for six months. It didn't
feel right. Seems like no place does for
me now...Well, listen, I'll let you get
back to your drive.

DAVID
Nah, I'm on autopilot. Keep me company.

TONG (O.C.)
Sure. What do you want to talk about?

DAVID
What do I always want to talk about?

INT. FORT ARMSTRONG - CONTROL STATION - INTERCUTTING

TONG
(shaking his head)
You've got to let him go some time,
David. It's been years.

DAVID (O.C.)
I have, for the most part. I just can't
shake the nagging feeling I let him down
by running away.

TONG
You didn't run. Elise had to drag you
away.

DAVID (O.C.)
We all ran. We ran away from Mars, we
ran away from the Demons and the Trolls,
and now we're hiding from the Earth here
on Luna. I want to fight now. I want to
win my self-respect back.

TONG
It's not that simple. The next time we
have to fight it's gonna mean the death
of not just thousands of people, but
millions. Maybe billions. Maybe
everyone, I don't know.

EXT. LUNAR SURFACE - MARE FECUNDITATIS

The LunaCat continues on its course. Something stalks it
over colorless dunes.

DAVID (O.C.)
We can't let our past defeats drive us
into cowardice now.

INT. FORT ARMSTRONG - CONTROL STATION - INTERCUTTING

TONG
I'm not a coward, I'm a realist.

DAVID (O.C.)
I was actually thinking more of myself.

TONG
David, listen. There's a fine line
between causes and obsessions. You have
to get on with your adult life, put those
bad times behind you.

TONG (O.C.)
I'm serious, David. I know you've
finished your regimen in the gravity gym,
so why not hop a shuttle and go back to
Earth? Go to college. Take Chalon;
she's only here because she's waiting to
see what you're gonna do--

The last of this transmission GARBLES slightly.

DAVID
Repeat that last, please? You're
breaking up. I can't--

A SHADOW crosses, revealed on David's terrified face.

DAVID (CONT'D) (cont'd)
Oh God.

EXT. LUNAR SURFACE - CONTINUOUS

The shadow is that of a sleek, winged Karn spaceplane, noted
hereafter as a KALVA. Its swept-forward wings are mere
decoration here on Luna, but it was designed to double as an
atmospheric invasion craft.

The Kalva wheels around to face David's LunaCat, which
lurches to a halt.

INT. LUNACAT THREE-TWENTY - CONTINUOUS

David searches for something, anything, to help him fight off
the alien attackers.

Outside, visible through the LunaCat's forward ports, the
Kalva raises its weapons--

EXT. LUNAR SURFACE

--and FIRES. A thin laser beam appears in dashes through the
dust kicked up by the LunaCat. The beam strikes the 'Cat on
its side. Slices clean through a tread, which flails and
grinds to a halt. The Kalva lands...A forward hatch opens.

INT. LUNACAT THREE-TWENTY

David realizes the LunaCat is crippled. He hyperventilates
and lurches around the cabin, donning his spacesuit and
searching for a weapon.

DAVID
Not so easy, you bastards, I'll kill you--

His spacesuit helmet seals shut. Reflects three Karn
FIGURES, advancing through the dust toward his vehicle.

EXT. LUNAR SURFACE

The lead Troll moves cautiously, flanked by two others with
weapons drawn. All three KARN are in alien spacesuits.

INT. LUNACAT THREE-TWENTY

David backs into a corner, a welding torch raised. It's a
pretty shabby weapon against three fully-armed aliens. He
struggles to get the welding torch lit.

DAVID
Damnit, damnit--

EXT. LUNAR SURFACE

The lead Karn thinks for a moment. Signals a compatriot, who
lifts his weapon and takes careful aim...FIRES.

INT. LUNACAT THREE-TWENTY / EXT. LUNAR SURFACE

The LunaCat's forward port shatters and implodes, David
horribly exposed. He drops the welding torch and grabs for a
crowbar instead. With a terrified YELL (audible via suit
radio), he LEAPS through the shattered port at his attackers.

EXT. LUNAR SURFACE

David bounds toward the Karn, aided by low Lunar gravity. To
his credit, the Karn appear startled, but not for long.
David gets in one good swing before the third Karn whips a
claw around to bat him to the dusty ground.

David wrestles against the Trolls' inhuman grip. He is
SCREAMING now, his worst nightmares coming to pass. The two
lesser Karn hold him down. Their leader leans in close.

Distinctive features. We note, as David does, that this is
the same Karn who devoured Saul on Mars.

As time stretches, David remembers

INT. SUTTER'S MILL - TUNNELS - FLASHBACK

This same Karn looms over Saul and moves in for the kill, its
alien maw drooling hungrily, inevitably...

RETURN TO SCENE

DAVID
(screaming wildly)
No--Not you! Daddy, please help me--

The Karn moves in, closer, still closer...

DAVID (CONT'D) (cont'd)
Daddy!!!

The Karn's spacesuit helmet touches David's. The Karn
concentrates...Manages to speak...English! What the hell!?

LEAD KARN
I...here...David...

David freezes, still pinned to the gray dust. The Karn
struggles to keep their helmets in contact.

DAVID
What?!

LEAD KARN
I...you...father.

DAVID
(fighting again)
You sick bastard!

LEAD KARN
No...I...wait. I am...my name is...
Analil...Saul Hammond. I--

DAVID
What? Shut your filthy mouth! You
murdered my father, you son of a bitch!

LEAD KARN (ANALIL)
I had to...Please...you must listen...
words are...not come easy. This is...
hard to...Please try my voice to
understand. No...still not right, I...
Listen. I can make your father live. I
can make him come back you. Saul is...
now he is...part of me now.

David's brain still hasn't managed to put itself back
together. He gets up in a daze, stunned as hell as he
lurches to his feet.

CUT TO:

EXT. LUNAR SURFACE

The Kalva sits beside the busted LunaCat. We move in toward
the hull of the alien starfighter.

INT. KALVA

David sits hugging his knees in a corner, still angrily
staring down the Trolls. Spacesuit helmets sit on burnished
metal surfaces. The Kalva spaceplane's a pinnacle of alien
design, both inside and out, a model of grace and efficiency.

Analil's compatriots still wield alien guns, apparently taser
like defensive weapons, which they point not-quite-at David.

DAVID
What the hell is going on? How do you
know my father's name? How the hell do
you speak English?

ANALIL
I learn it from Saul.
(indicating his colleagues)
This is Anamai Darda-kanesh, and the
frightened one there is my tezhva, my
brother, Tosavlil Notess-!apahn.
(the "!" an alien consonant)
You may call me Analil. I am very, very
sorry for what happen your father.
We...did not know the way of your being
on Fourth Planet, Mars. We believe you
are... sorry, my English...in our way--

ANALIL/SAUL
No. But it's harder to cook Mickey Mouse
pancakes in a sixth of Earth gravity.

SLAM. David gasps, then he loses it. Weeps. Tries in vain
to recover self-control.

DAVID
No...No...This can't be...

ANALIL/SAUL
I'm sorry, David. I know this must seem
crazy. But I've missed you so much.

DAVID
I don't understand...My father is dead,
these Trolls--

ANALIL/SAUL
This is how it had to be. When Analil
did what he did, all the other Karn
thought he was nuts. They looked at him
like he'd eaten a worm. For all they
knew, my flesh and blood were poison.
But Analil had a vision. See, the Karn
eat their dead, for a very good reason.
Their digestive tracts can partner with
their neural nets to process RNA.
They can soak up all the memories and
personalities of their dead.

DAVID
You're inside him now...your soul. I do
not believe this.

ANALIL/SAUL
I don't blame you, but in a way, this is
my soul. The other Karn thought we were
too alien or stupid to be absorbed, but
Analil wanted to know for sure. Even so,
I imagine he was as shocked as any other
Karn when I...woke up in his mind.

DAVID
(sobbing)
You stole my father.

ANALIL/SAUL
This was destiny, David. When the Karn
found out we weren't just some brainless
infestation on Mars, it threw a wrench
into their whole battle plan against the
Vistang. That's who we should be
fighting against, the Demons. The Karn
are as scared of them as we are. See,
the Karn need an ally, but first we have
to prove we can handle ourselves and be
trusted.

DAVID
Allies? They destroyed us back on Mars.
Their--your--technology's so far past--

ANALIL/SAUL
The Karn need a beachhead! They were
planning to dig in on Mars, but then the
Vistang got too close. They're on their
way, son. We have very little time. The
Karn have realized they need to work with
us in order to use Earth-Moon as a base.

David struggles to readjust his whole reality.

DAVID
I can't take this. You're still gone,
you're inside this...this creature. I
don't know what to think, what to feel--

ANALIL/SAUL
Feel it all. Feel afraid, feel angry,
confused.
It doesn't matter, because the Vistang
are coming either way. They'll be here
in a week. This is it.

DAVID
Oh, God--

ANALIL/SAUL
Son, the Karn have been afraid of these
Demons for centuries. If the Vistang
demolish us here, it won't be long before
they move on to Pa!ria, the Karn's home
planet, so it's in the Karn's best
interests to help us here and now. These
Trolls came light-years on a suicide
mission to try and fend the Vistang off.
But if we all work together, then we
might have a chance.

DAVID
I don't care what happens to the Karn.
But Analil has to show me how to beat the
Vistang.

ANALIL/SAUL
We can show you together, the Karn and I.

DAVID
Those goddamn murderers. When I saw--

ANALIL/SAUL
There was nothing you could've done.

DAVID
(sobbing again)
I could have fought them, I know I could.

ANALIL/SAUL
Son...I know every single day of your
life has been a fight. And I'm so sorry
I left you and your mother alone. But
David, you aren't alone now. We're gonna
fight for our lives and our freedom
together.

DAVID
I want to go home.

ANALIL/SAUL
And you will, but not right now. Radio
back to say you're fine and not to worry,
but you won't be back to see anyone for a
couple of days.

DAVID
You mean you're taking me away.

ANALIL/SAUL
I have something important to show you.

DAVID
(holding his head)
I know you can't be my father...

EXT. LUNAR SURFACE

The Kalva gleams in the light of a crystal blue Earth. It
rises in a cloud of dust, then wheels majestically to soar
off toward the dark side of the Moon.

INT. KALVA

David looks at a battery of screens and tries to decipher a
stream of alien-captioned graphics.

DAVID
So where exactly are you taking me?

ANALIL/SAUL
To the dark side...Watch.

SPACE - NEAR LUNA

The spaceplane rounds the Moon's horizon into shadow. Jets
away from the surface toward a wide constellation of KARN
STARSHIPS.

INT. KALVA

David GASPS.

DAVID
The Karn fleet.

ANALIL/SAUL
All thirty-two ships. The big one in the
middle is the main colony ship. It's a
generation vessel. About a third of
these Karn were born on that ship.
They've been travelling for decades.
It's strange...I remember it all. The
never-ending thrum of the engines. The
games in the nest...I can't explain it.
You'll know soon. You'll see it all.

DAVID
I've already seen too much for one day.
You talk exactly like my father, but I
watched you kill my father! I watched
you licking his blood off your ugly
chops! God, you Karn are disgusting!

ANALIL/SAUL
(shrugging)
The Karn think we look like embryos.

DAVID
Yeah? You still look like murderers to
me.

ANALIL/SAUL
I killed more of these "disgusting" Karn
than they killed of me.

EXT. KALVA - INTERCUTTING

The Kalva soars into the fleet of ships, approaching a large
vessel fitted for soft dock: The CARRIER.

INT. KALVA

Analil/Saul catches David staring.

ANALIL/SAUL
What do you want me to say? They didn't
have to save my life.

DAVID
This isn't easy for me, Analil. Your
resemblance to my dad is pretty limited.

ANALIL/SAUL
I've noticed.

DAVID
I can never forget these were the
creatures who killed so many of my
friends back on Mars...Chalon's mother.

ANALIL/SAUL
(sadly)
I remember. But son, you have to
forgive. We need their help.

DAVID
The Karn killed you! If you are my dad,
this Analil killed you!

ANALIL/SAUL
All right, listen. This Analil bucked a
thousand-year tradition of xenophobia to
see if I was worth saving. The Karn are
terrified of any other species. When you
find out more about the Vistang, you'll
see why. But Analil absorbing me was
like you eating a live, squirming
cockroach to see if it can think. I
remember Analil's fear and disgust just
as vividly as I remember the pain of
dying. Besides...we attacked first. I'm
alive, David. Deal with it.

David still glares at him skeptically.

EXT. KALVA

Docking with the hub of the carrier, which is spinning for
centrifugal "gravity." The hub itself is in zero-g.

INT. KALVA/CARRIER CORRIDOR

The Karn prepare to disembark, so David does likewise.

DAVID
Your pilots are good. That couldn't have
been an easy dock.

ANALIL/SAUL
They're all experts, in a manner of
speaking. These Karn have mastered the
science of RNA education.

DAVID
What does that mean?

ANALIL/SAUL
Like I said...you'll understand soon.

The port opens on a zero-g corridor full of floating Karn,
all staring at David.

DAVID
This must be the welcome wagon.

ANALIL/SAUL
Try to stay curled up as much as
possible, at least until we head outward
into the centrifugal ring. It's a
gesture of submission.

DAVID
I won't submit.

ANALIL/SAUL
It's a gesture of politeness.

David grits his teeth but honors his "father's" wishes.
Analil/Saul helps him float down the hall.

DAVID
(quietly)
Who's the old, big-shot Troll at the end
of the corridor?

ANALIL/SAUL
Very observant. That's our commander, Pa
Har!atan Bodor-Tenfleetess--Call him
Har!atan. He's been fighting the Vistang
for some two hundred years.

DAVID
He's not my commander.

ANALIL/SAUL
He will be.

As they approach, HAR!ATAN rears and BARKS.

ANALIL/SAUL (CONT'D) (cont'd)
He demands that we halt.

Har!atan continues to issue commands, which Analil/Saul
translates.

ANALIL/SAUL (CONT'D) (cont'd)
(embarrassed)
He--uh--wants you to tell him the cube
root of twenty-seven.

RADIO TECH
Ms. Hammond, there's a radio message from
your son coming in from the dark side.

ELISE
David?!

CUT TO:

SPACE - KARN FLEET

Readying for battle, the Moon far ahead.

DAVID (V.O.)
(NARRATING OVER)
Dear Mom and everybody else.
I'm sorry if I scared you, and things are
happening way too fast; but this is big,
Mom, so I hope you're sitting down.

INT. CARRIER - MEMORY CHAMBER

Moving through alien architecture...

DAVID (V.O.)
I'm on a Karn spaceplane carrier about
half a light-second away from the Moon.
I am not a prisoner. I'm here willingly
at the request of a Karn named Analil. I
know exactly how crazy that sounds, but
we were wrong about the Karn all along.

David shudders as he receives another memory injection.

DAVID (V.O.) (CONT'D) (cont'd)
I've learned their speech and quite a bit
of their written language and
mathematics. When this is over...well,
Mom, I'm gonna have something important
to tell you, but I'd better save that
introduction for later.

His pupils twitch, his hands rattle as if he's trying to
control a petit mal seizure. He spasms so hard he rolls off
the mat and onto the cushioned floor.

DAVID (V.O.) (cont'd)
(as Karn doctors comply)
In the meantime, I'm also learning more
about the Vistang. They make the Karn
look like cuddly baby kittens.

CUT TO:

INT. CARRIER - TRAINING SIMULATOR

David fights off a series of Vistang Demons with a deadly
Karn personal weapon. Analil fights beside him.

DAVID (V.O.)
They're territorial carnivores, so they
always need more and more space or they
can't reproduce. They'd have killed
themselves off a long time ago if they
hadn't stumbled on the idea of
domesticating the Halnesh.
Now the Squints are their "hands." They
give the Vistang aerospace technology
they either invent themselves or adapt
from other races' radio broadcasts.

David frowns down the length of his weapon, blasting away.

DAVID (V.O.) (cont'd)
Yes, I said other races: The Karn know
of at least three other star-faring
species, two of which have uploaded
themselves to some kind of Galactic U.N.
Database--? I'm not sure I understood
all that, either, but the point is, the
Karn want in, too; and they think they
have a shot if they can figure out a
resolution to their war with the Demons.
Turns out saving us could count for bonus
points in a Galactic tribunal.

INT. CARRIER - KALVA TRAINER

A FLIGHT SIMULATOR on a pivoting motion base. David wheels
to blast target after target. Each Kalva is twice the size
of a Harrier jumpjet, which it vaguely resembles.

DAVID (V.O.)
I'm also learning how to fly a Kalva
spaceplane, and the Karn say I'm good. I
hope so, 'cause things are about to get
ugly for us here in Earth-Moon: The
Vistang'll be here in fifteen days. I'm
enclosing about two gigs of data on the
Demons and their general assault
configuration. In forty-eight hours I'll
be sending for scientists, pilots, and
soldiers to join us here.

INT. FORT ARMSTRONG - O'SHEA'S QUARTERS

Elise and O'Shea listen to the message together. Elise's
face is streaked with tears.

O'SHEA
(quietly)
So what do you think we should do?

ELISE
I think I trust him enough to hear him
out. He wouldn't do this without a very
good reason. He loved his father.

O'SHEA
We all did.

ELISE
He's my son. I have to give him a
chance.

She gazes sadly out a porthole, her eyes searching the stars.

DISSOLVE TO:

INT. CARRIER - MAIN HOLD

O'Shea salutes.

This is a huge, mostly darkened space, its recesses stocked
with supplies and alien ordnance. Pools of light define a
jury-rigged COUNCIL CHAMBER with a dais in the center of the
hold. Human soldiers and scientists shift nervously, seated
on Karn supply crates. Definite hostility in the air.

David sizes up the assembled humans. Spots a familiar face.

DAVID
What are you doing here? You weren't on
the list!

CHALON
(calmly)
I asked General O'Shea to put me on the
list.

DAVID
You're too young!

CHALON
I'm only two years younger than you,
weirdo, and I'm almost as well-trained.
I wanted to see what they'd done to you.

DAVID
I'm fine. But that's not the point!
It's--

CHALON
I told you I'd follow you anywhere.

DAVID
Chalon, please, ask O'Shea to--

CHALON
Send me home? Not a chance.

O'Shea appears at the dais, and every soldier salutes--Chalon
immediately, David abstractedly.
It's clear from David's worried expression he'd rather set
himself on fire than put Chalon in any danger.

O'SHEA
At ease, soldiers. I know this is a
tense situation, but you're all here as
agents of peace under my command.
Give Mr. Hammond and his...associates a
fair chance. Mr. Hammond?

The grumbling subsides...but only a little.

David steps to the dais and clears his throat. It's the
first time he's ever been in a position of command, but he's
been taught to be a leader...and it shows.

DAVID
Ladies and gentlemen...Thank you for
coming. I know this must have been a
weird, even terrifying journey for all of
you, and I appreciate you trusting me
enough to take it. Friends, some of you
were with my family on Mars. We killed
hundreds of Karn there. But little did
we know we were making the biggest
mistake of our lives. We were wrong
about the Karn. My father was wrong.

This elicits another stir from the crowd. Tong stands.

TONG
David, please. All the data you sent us
paint the Karn as a paranoid species.
God knows, they certainly trounced us
back on Mars. Hell, you know that!

DAVID
Yes. I also know we lured them in and
fired first, without any provocation. We
killed four hundred Karn before they
fired a single shot at us.

Reluctant silence.

DAVID (CONT'D) (cont'd)
These are rational beings, driven to
desperate measures by the advance of the
Vistang. We based our own paranoia on
one Spider Demon. One! But there are
trillions of Vistang out there, and
they've conquered planet after planet,
killed whole species who were merely
defending their own homes...Genocide.

DAVID (CONT'D) (cont'd)
The Vistang's whole way of life is an
atrocity, and the Karn came here to stop
them. We rewarded their efforts with
outright murder.

O'SHEA
David, asking us to trust them is like
asking us to trust a nest of vipers.

DAVID
They're willing to forgive the deaths of
hundreds of their family and friends. We
have a moral imperative to forgive them
back, and even if we didn't, we'd need
their help to survive.

A young SCIENTIST stands.

SCIENTIST
I mean no offense, Mr. Hammond, but why
should we take the word of an eighteen
year-old boy on what ten billion people
should forgive?

DAVID
(calmly)
Because I'm Saul Hammond's boy, that's
why. And without my father's sacrifice,
none of us would have a chance in hell of
surviving this war.

O'SHEA
I don't understand.

DAVID
You will. For now, understand the Karn
can pump information directly into a
living neural net. They want to share
their whole culture, not to mention
technology at least a full century ahead
of ours. They'll give us ships,
ammunition, materiel, even the secret of
their zero-point engines. Five hundred
years ago the Vistang stole that
technology from another race, and they've
used it to spread like a lethal virus.
Now the Karn want to give it to us.
How much more trust do we need to be
shown before we decide to return it?

Kim DIEN (27), an Asian-American pilot, raises her hand.

DIEN
But why do the Karn need us to fly their
ships?

DAVID
Because we killed their best pilots back
on Mars. Yes, more Karn could learn how
to pilot from memory injection and line
up to get killed. And they will. But
they've asked us to take a risk of our
own to atone for what we've done, and I
believe we owe them that. I'd be happy
to fly a Kalva starfighter, just to put
Demons in my crosshairs.

TONG
David, please. You know how hard this
is. I don't have to tell you what it was
like to lose good people to these...
monsters.

This earns mutters of approval from the soldiers.

DAVID
Yes. But I know one more secret, and I
swear to holy God this is true: When we
win this Vistang War--if we win it--the
Karn can teach us how to live forever.

O'Shea's jaw drops. The crowd explodes in disbelief. David
waits for the buzz to die down...

DISSOLVE TO:

INT. CARRIER - MEMORY CHAMBER

David watches as Analil injects Tong with memory solution.
Tong reels and struggles to regain his composure. MUSIC
carries us as humans and Trolls become brothers in arms.

INT. CARRIER - WAR CHAMBER

A dimly-lit space crowded with Karn officers, human soldiers,
and holographic console decks. O'Shea and David argue (MOS)
over star maps and charts. Glowing dots of various colors
mark human, Karn, and Vistang positions on a tactical map.

They manage to inject Bradshaw, who collapses in a heap.
David squeezes the bridge of his nose to fight off a
headache. It's a gesture that makes him look years
older...For the first time, we see in David a true
resemblance to his father.

Analil looks on as David leads four dozen humans through a
series of zero-gravity martial FORMS. The soldiers continue
as David wipes away sweat and bounds toward Analil, hugging
his "shoulder." Together they've created a UNIFIED ARMY.

DAVID (V.O.)
So here's our plan of attack...

INT. CARRIER - WAR CHAMBER

David aims an I/O light stick at a tactical display. Marks
positions and vectors, which change color as he focuses on
them. O'Shea stands nearby.

DAVID
The Vistang are basically rogue
predators, so they have a tough time
coordinating once a battle has begun.
Also, they can't just nuke the Earth,
because their atmospheric needs are
similar to ours and they came here to
colonize. So all we have to do is
disrupt them before they can pound and
demoralize us into a surrender. Fort
Armstrong will use its L4 and L5 rail gun
transfers to shell the largest Vistang
vessel. Without that destroyer, the
Demons'll disperse. Bradshaw?

BRADSHAW
(lowering his hand)
With all due respect, sir, I don't see
how we can do that. The Vistang fleet
outnumbers us two to one.

DAVID
At least.

Humans mutter as the Karn shift nervously. Chalon raises her
hand, eager to help David get off this uncomfortable topic.

DAVID (cont'd)
Ms. Evans-McClode.

CHALON
You said something about a plan?

DAVID
Yes, thank you. The Karn and our friends
back on Luna will be responsible for
taking out the destroyer. Meanwhile, our
Karn and human pilots will be scattered
nine ways to Sunday in every available
Kalva. Make no mistake, the Demons are
gonna pound holy hell out of the Earth,
as long as the ecological damage stays
below their acceptable level. This is
not gonna end up in happiness and
sunshine no matter what we do. Millions
of people are gonna die in the first few
minutes of this battle. It's our job to
keep those deaths to a minimum. Any
Vistang is a target, any ship that isn't
ours should be blasted into dust without
mercy or hesitation. Har!atan will have
command of all Karn forces.
General O'Shea will coordinate human
forces with Har!atan's Karn pilots.

Dien stands and salutes O'Shea.

DIEN
Sir, why can't we hit the destroyer with
a couple'a nukes of our own?

DAVID
The Vistang have used them on other
planets, and the Karn were so appalled
they swore off nuclear weapons forever.

O'Shea steals a glance at Tarsus, who nods at him gravely.

DIEN
Fantastic.

O'SHEA
The Vistang also use flash radiation to
sterilize any species that pisses them
off.

DAVID
Which is exactly what we're trying to do.

O'SHEA
We're gonna ruin their whole day.

BRADSHAW
David, can we really do this? Is it a
winnable engagement, or are we too far
outgunned?

David glances at O'Shea, who says nothing.

DAVID
My father believed God helps those who
help themselves. We're doing our part.

O'SHEA
All right, pilots, let's get back in
those flight sims. This is our first
interplanetary war; we wouldn't want to
look stupid. Fall out!

DISSOLVE TO:

SPACE - EARTH/MOON SYSTEM / INT. DAVID'S KALVA - COCKPIT

David nervously checks holographic heads-up displays. He
wears a headset and flight suit. A spacesuit and helmet hang
nearby, as the cockpit is pressurized.

DAVID
All ships logged in and waiting for
Har!atan's go-ahead. I've set up a synth
sound environment so our pilots can track
external targets..I'm nervous, Dad. I
need to relax.

ANALIL/SAUL (O.C.)
(over ship-to-ship radio)
You can do this. I know you can do this.

DAVID
I have to. Last stand.

ANALIL/SAUL (O.C.)
I need to let Analil take over this body
now, but before I go, there's something I
want you to know: The first thing I
asked when the Karn brought me back was
if my son was okay.

DAVID
I wasn't.

ANALIL/SAUL (O.C.)
And now?

DAVID
My father always made sure I'd know how
to fight. You did an excellent job.

ANALIL/SAUL (O.C.)
I agree.

DAVID
These Vistang are gonna curse whatever
gods they believe in.

ANALIL/SAUL (O.C.)
Make 'em pay, son. Over and out.

DAVID
I'm ready when you are, Command.

The battle begins...

SPACE - NEAR LUNA

Vistang spacecraft flex and reconfigure in reflected Earth-
and Moonlight...

This is it, Gentle Reader, the moment which elevates a movie
into myth.
We pull back from David's grim, determined visage through the
plexi of his cockpit to see his Kalva as a whole. It drifts
in space, the Moon half-full beyond its wing...

Wave after wave of VISTANG SPACEPLANES and perimeter GUNSHIPS
surround a heavily-armored fleet. It's pretty obvious that
our heroes, both human and Karn, are completely outnumbered.

O'SHEA
We can't track lasers in a vacuum, so all
Kalva need to be ready to deploy mirror
chaff at a moment's notice.

INT. DAVID'S KALVA

DAVID
System check...I'm good.

CHALON (O.C.)
Ready.

SPACE - NEAR LUNA

The Vistang missiles collide with incoming shells, diverting
or flat-out melting them into splattering plasma.
Spaceplanes streak through the glowing hailstorm.

INT. VISTANG SPACEPLANE

A HALNESH PILOT manipulates alien controls. A Vistang
SCREECHES at the Squint, who bows and hustles to comply.

EXT. VISTANG SPACEPLANE

The spaceplane's twin laser projectors light up, hot white.

EXT. CHALON'S KALVA

Thin, glowing furrows appear as if by magic on the port side
wing.

INT. CHALON'S KALVA

CHALON
I'm getting lased--!

She slams a control.

EXT. CHALON'S KALVA

A panel opens, and a cloud of centimeter-thick spheroids of
glass--DEFLECTION CHAFF--drifts out. The damage to the wing
stops immediately as the spheroids flash primary colors like
little disco balls. Chalon's Kalva banks away.

His small arms pepper a giant rock, but his missiles skim
past it to blast a second rock behind it. That second meteor
is blown into gravel, but the first continues unharmed.

DAVID
Where's this big one headed?

O'SHEA (O.C.)
Looks like L.A./San Diego.

DAVID
Not on my watch it isn't.

He shoves his throttle to race toward the first meteor, which
glows as it penetrates the upper atmosphere.

EXT. LOS ANGELES - MORNING

We are now several decades into the twenty-first century.
New construction. Unfamiliar skyscrapers. Lots of sleek
electric ground-effect cars. Desperate drivers look up from
a stalled freeway as a hot white streak burns across the sky.

David chases the meteor, firing shot after shot. They find
their mark; the meteor splits and tears itself into dust.

David struggles to get control of the Kalva, whipping it past
a hundred-story tower at Mach Five. Shattered windows. He
levels out over the ocean and jets back into the clouds.

INT. FORT ARMSTRONG - CONTROL STATION

TONG
I can't get 'em all, Tom.

INT. CARRIER - WAR CHAMBER

O'Shea rubs his eyes.

O'SHEA
Where's the first impact?

TONG (O.C.)
San Francisco.

INT. DAVID'S KALVA

DAVID
I was born there.

INT. CHALON'S KALVA

CHALON
I'm on my way.

EXT. CHALON'S KALVA

Chalon banks toward the Earth. Anti-asteroid fire streaks up
past her on all sides.

EXT. SAN FRANCISCO - MORNING

Advanced AIRCRAFT race away from the city. Highways are
jammed with cars attempting to escape. From out of the
western sky, a FINGER OF FLAME stabs in toward the city with
a SOUND like two million jets coming in for one giant crash
landing. Chalon's Kalva races toward it, all guns blazing.

David, Chalon, and five other Kalva race toward the
destroyer. A squadron of Demon spaceplanes advance to meet
them, unleashing missile after missile.

INT. TARSUS' KALVA

TARSUS
Incoming missile fire.

INT. KILLIAN'S KALVA

KILLIAN
Yeah, no shit! Move to ten and minus
seventy-five to evade.

EXT. VISTANG DESTROYER

The Kalva plummet like rocks toward Vistang fleet "down."
Missiles streak past Killian and Dien, but Bradshaw is not as
lucky. A missile drops on his tail.

INT. BRADSHAW'S KALVA

DIEN (O.C.)
Justin, look out! Check your six!

BRADSHAW
(panicked)
I see it!

EXT. BRADSHAW'S KALVA

The missile shears off his starboard wing.

INT. DIEN'S KALVA

DIEN
Justin!

INT. BRADSHAW'S KALVA

Bradshaw screams as his fuselage is ripped apart, exposing
his cockpit to vacuum in a SHRIEK of escaping air--

EXT. VISTANG FLEET / INT. KALVA STARFIGHTERS

He careens into a perimeter ship, which reels from a series
of secondary explosions.

David and Chalon target incoming missiles. They get several
before they, too, must take evasive action. David blows one
of a pair of missiles off another Kalva's tail. The second
missile connects, blowing the Kalva to bits.

PANKOW
We just got an update from Earth HQ. If
we don't find a way to bust that
destroyer in the next few minutes, the
U.N. will submit an unconditional
surrender to avoid further casualties.
They're already encoding the message.

O'SHEA
I expected as much. The way I see it,
we've got about five minutes left as a
free species, one way or the other.

EXT. FORT ARMSTRONG

Evacuation rockets blast away from Luna.

INT. FORT ARMSTRONG - CONTROL STATION

Tong shuts down a console. Waves techs and officers toward
the exit. A few Karn scurry away as well.

TONG
Okay, folks, we've done all we can here.
Now get to your evac rockets.

OFFICER
I want to track our last volley out.

TONG
I said get to your ships!

EXT. FORT ARMSTRONG

A new barrage of shells heads straight for Fort Armstrong.

INT. EVAC ROCKET

Elise, Christine, and other humans grimace as their rocket
lifts off from the pad.

EXT. FORT ARMSTRONG

Shells slam into the station with devastating effect.
Rockets rise all around.

INT. FORT ARMSTRONG

Tong is thrown to the ground by an impact wave. Techs scream
for help as alarm KLAXONS sound.

INT./EXT. EVAC ROCKET

From Elise's terrified expression, we move OUT through the
hull of the rocket to look down its length...as Fort
Armstrong is blasted into ruins far below.

INT. FORT ARMSTRONG

Tong struggles to run for safety...There is none.

TONG
Dear sweet--

He and several other humans are killed by flying shrapnel,
then sucked into vacuum as the station DISINTEGRATES.

INT. DAVID'S KALVA

DAVID
Command, we're getting slaughtered out
here, and we haven't been able to herd
the Vistang fleet. I don't know how good
a firing lock Tong and his crew were able
to get. Tighten up, Tarsus.

EXT. VISTANG FLEET

Tarsus circles the fleet, dodging missiles...

INT. TARSUS' KALVA

...as he glances over his shoulder toward Earth.

TARSUS
I'm seeing meteor strikes over Europe and
northern Africa.

INT. CARRIER - WAR CHAMBER

O'SHEA
Yes, we know. We're well aware of that,
Tarsus.

KILLIAN (O.C.)
Incoming shells from L5. Luna's last
barrage...

EXT. VISTANG FLEET

A barrage of white-hot shells crashes into the Vistang armada
at ultra high speed, with vivid and instantaneous results: A
perimeter ship detonates in a sphere of glowing debris. A
line of impacts crosses the enormous Vistang destroyer.
Lights go out. Atmosphere escapes, Demon corpses ejected.

A Vistang spaceplane takes a shell hit. Instantly
pulverized. One Kalva caught and destroyed in the blast.

INT. CARRIER - WAR CHAMBER

O'Shea hunches anxiously over a comm panel.

O'SHEA
David, report!

DAVID (O.C.)
Significant damage--

INT. DAVID'S KALVA

DAVID
--to both the destroyer and the Demon
armada as a whole. But the destroyer is
still intact and a viable offensive
weapon. It didn't work, sir.

INT. CARRIER - WAR CHAMBER

TARSUS (O.C.)
So what do you want us to do now?

PANKOW
Sir, HQ is requesting we fall back.

O'Shea waves him off.

O'SHEA
David, listen, you've gotta waste that
destroyer right now. The U.N.'s all set
to wave the white flag.

INT. DAVID'S KALVA

DAVID
Sir, I don't have enough ammo left to
vandalize it, much less blow it apart.
None of us do.

EXT. VISTANG DESTROYER

Numerous ships swarm about its bulk like gnats, engaged in a
furious dogfight. Tarsus' Kalva wheels around to face it.

A Vistang Demon looks up as David and Chalon's fighters speed
directly toward the destroyer. It grins hungrily and screams
orders at a Squint. The Squint quickly moves to target the
Kalva on a heads-up display. Missiles away.

INT. TARSUS' KALVA

A barely-visible laser slices through Tarsus' cockpit,
severing his legs at the knees and cracking the cockpit
window, venting all atmosphere.

O'SHEA (O.C.)
Phil, come in!

Phil Tarsus screams without sound. He's a DYING MAN.

EXT. VISTANG DESTROYER

His Kalva continues unchecked toward the engines--

INT./EXT. DAVID'S KALVA - AIRLOCK DOOR

Chalon's hand SLAPS DOWN to seal the belly airlock, then
slips inside as it closes. David's Kalva immediately rolls
away from the series of incoming missiles. An amazing
display of flying skill--

INT. TARSUS' KALVA

Tarsus gains a last few seconds of control before his brain
dies of blood and oxygen loss. His fingers brush a series of
controls as zero-g blood globules drift past his fingers--

A panel lights up red. MISSILE ARMED--

EXT. DAVID'S KALVA

The wings of Chalon's abandoned Kalva blown off by a missile
hit as David soars away--

INT. VISTANG DESTROYER

The Vistang apparently realizes what's about to happen. It
turns to skitter away in a mad rush. Too late--

The wreckage of Chalon's Kalva SLAMS into the destroyer
bridge at a good percentage of the speed of light--

EXT. VISTANG DESTROYER

This is followed by a violent series of EXPLOSIVE ERUPTIONS--

INT. TARSUS' KALVA

With his last ounce of strength, Phil depresses a single
CONTROL. Then he DIES with a satisfied smile on his face--

EXT. TARSUS' KALVA

--the gunship looms up behind his Kalva, preparing to fire--

INT. KILLIAN'S KALVA

KILLIAN
Missiles away!

EXT. KILLIAN'S KALVA

Both his missiles escape with a shudder that rattles the
Kalva. Killian peels away, skimming past the gunship and
slicing off one of its radio antennas.

EXT. TARSUS' KALVA

--the Kalva FLARES INTO WHITE--

EXT. VISTANG GUNSHIP

The missiles CONNECT and blast the gunship into VAPOR.

EXT. VISTANG DESTROYER

Phil's Kalva PHASES INTO PLASMA as it nears the destroyer's
main engine pod, a forty megaton NUCLEAR HELLFIRE that
touches off the Kalva's zero-point drive. A DEVASTATING
SHOCK WAVE travels down the length of the destroyer, TEARING
IT APART. David speeds away, fleeing the FINAL EXPLOSION.

INT. KILLIAN'S KALVA

The universe ripples behind Killian as he races the shock
wave away from the Demon armada. He indulges himself in a
loud CRY OF VICTORY.

KILLIAN
Yeah! That got 'em!

INT. DAVID'S KALVA

DAVID
(still panicking)
Chalon?!

CHALON (O.C.)
(gasping)
It's all right...We did it...

EXT. VISTANG FLEET

CONSUMED in a MAELSTROM OF FIRE. David races away.

INT. DAVID'S KALVA

David WHOOPS for pure joy, a rebel yell like his father's.

INT. CARRIER - WAR CHAMBER

Har!atan and O'Shea celebrate with other crew members,
triumphant, screaming, waving their fists and foreclaws in
the air. Only one Karn stays quiet, still hunched over,
supremely proud and happy: Analil.

SPACE - NEAR EARTH

The Earth/Karn fleet watches from a distance as embers of the
Vistang threat DIM into DARKNESS. David's Kalva sweeps past
in a jubilant VICTORY ROLL.

TIME DISSOLVE TO:

EXT. PARK - NIGHT

Beneath a galaxy of stars, some our allies, some not...
Perfect silence; perfect peace. David sits on a grassy
bluff. His eyes are closed. After all these years, the son
of a warrior has finally found a path to tranquility.

Bare feet step through the grass. Elise sits. Mother and
son share a blanket with an old-fashioned picnic basket.

ELISE
It's never the same, is it? You can't
feel the grass between your toes.

ELISE
I guess I figured it was more cheerful
than picnicking in San Francisco right
now.

DAVID
Or Boston. Or Munich. Or Kansas City.

ELISE
We'll rebuild.

DAVID
Of course we will.

ELISE
And this time we'll use Karn technology,
maybe even some of their architecture.
I'm gonna miss the Bay Bridge, though.
How's Chalon doing?

DAVID
She's recovering. It was a close thing-
she was out there a long time--but I
think she's gonna be okay.

ELISE
You love her.
(as David smiles)
I thought so.

DAVID
Mom...There's somebody I'd like you to
meet.

Elise just looks at him curiously.

DAVID (cont'd)
You can't touch him. He isn't here in
the flesh...but I invited another man to
join us tonight.

ELISE
Who? David, you aren't trying to set me
up with somebody?

DAVID
Yes, I am. That's exactly what I'm
doing.

ELISE
Well, you know I can't--

Boots step through green springtime grass. Elise turns. Her
eyes go wide. She leaps up to her feet...Saul stands
smiling, no older than the day he died, the big white Moon a
glowing orb on the horizon behind him.

DAVID
It's a really big universe, Mom, and
getting bigger all the time. You never
know what might happen next.

SAUL
Very true. Say, you know what this is
missing?

DAVID
(nodding and smiling)
Only one thing. Computer, run the
fireworks display demo, continuous loop.

And as the night sky explodes into FIREWORKS, we look up, up,
and deep into a star-splattered sky. One crimson "star" is
especially bright; perhaps astronomy buffs will know this is
MARS, glowing RED as befits its mythical namesake...